Frank Zappa called 200 Motels "a surrealistic documentary."  Leonard Maltin described it as a "visual, aural assault disguised as a movie; completely berserk, freeform film...some of it ingenious, some funny, but not enough to maintain [an] entire film."  Roger Ebert compared the surreal musical to the work of experimental composer Harry Partch before observing that it "assaults the mind with everything on hand...a full wall of sight-and-sound input."  Zappa never wrote and directed another full-length film, and today, 200 Motels remains largely an enigma.  The movie itself has only been reissued on poorly-received DVDs (and DVD-Rs), and a Blu-ray premiere is long overdue.  The soundtrack hasn't fared much better.  It was first released by United Artists Records in 1971 but the double album remained unreleased on CD until Rykodisc teamed with UA successor MGM in 1997 for a slightly-expanded premiere in the format.  Late last year, in time for 200 Motels' 50th anniversary, the soundtrack returned from Zappa Records and UMe, in association with MGM, in a remarkably comprehensive 6-CD edition.  Like the movie itself, it's a chaotic musical carnival both bewildering and fascinating.

Written, co-directed, and composed by Zappa (the co-director and co-writer was Tony Palmer, perhaps best known for the music documentary All You Need Is Love) for UA, the offbeat 1971 musical film chronicled life on the road with The Mothers of Invention and a cast of characters including Ringo Starr as a dwarf who dresses like Frank Zappa, Keith Moon as a depraved nun, and Theodore Bikel (ironically, a former and future Tevye in Fiddler on the Roof, itself adapted by United Artists in the same year) as the Master of Ceremonies.  Legendary choreographer Gillian Lynne (Cats, The Muppet Show) was responsible for the dances while Murakami-Wolf Productions (The Point, Puff the Magic Dragon) added animation.  While the filmmaking was innovative - the movie was shot with $650,000.00 in just 10 days on videotape at Pinewood Studios and incorporated quirky special effects and animation - its most enduring aspect remains Zappa's ambitious, majestic, and eclectic score which touches upon all of his musical interests: biting satire, off-color comedy, jazz, rock, pastiche, and avant-garde classical.

Zappa was joined for 200 Motels by Mark Volman (vocals and special material), Howard Kaylan (vocals and special material), Ian Underwood (keyboards/woodwinds), Aynsley Dunbar (drums), George Duke (keyboards/trombone), Martin Lickert (bass), Jimmy Carl Black (vocals), and Ruth Underwood (orchestra drum set).  The Royal Philharmonic Orchestra, conducted by Elgar Howath, was on hand to bring Zappa's most expansive compositions to dramatic life while the Top Score Singers led by David Van Asch contributed additional vocals.

The soundtrack, as originally released, is presented on the first two discs of the box set.  (It's also been reissued in standalone 2CD and 2LP iterations.)  It's been painstakingly reconstructed for this release by Vaultmeister Joe Travers from Zappa's own safety reels after the original two-track masters were missing or unavailable.  Travers notes, too, that "the original 2-inch, 16-track multitrack master tapes from the film recording sessions at Pinewood Studios were not saved or properly archived before being disposed of or reused by MGM."  Thankfully, Zappa held onto tapes from every stage of the film's production, making this exhaustive release possible.

While the soundtrack album included both off-kilter rock songs and rich orchestral works, it didn't strictly correspond to the film.  As the composer explained in the original liner notes, "This music is not in the same order as in the movie. Some of this music is in the movie. Some of this music is not in the movie. Some of the music that's in the movie is not in the album. Some of the music that was written for the movie is not in the movie or the album. All of this music was written for the movie, over a period of 4 years. Most of it (60%) was written in motels while touring."

The varied soundtrack composed by Zappa reflects the freewheeling nature of the film and the various debauched acts it depicts.  The movie's themes were also explored via his "conceptual continuity" earlier on Chunga's Revenge and later on Fillmore East - June 1971 (soon to receive its own deluxe reissue).  Zappa wrote, "It might also be helpful to think of the overall 'shape' of the film in the same way you might think of the 'shape' of a piece of orchestra music with leitmotifs, harmonic transpositions, slightly altered repetitions, cadences, atonal areas, counterpoint, polyrhythmic textures, onomatopoeic imitations, etc."

The instrumental cues, with performances from the Royal Philharmonic Orchestra anticipating Zappa's later classical endeavors, are suitably cinematic and touch on the influence of Varese and Ravel, among others.  "Semi-Fraudulent/Direct-from-Hollywood Overture," "Dance of the Just Plain Folks," and "Tuna Fish Bolero" all boast the expected Zappa intricacies.  Many cues recall horror movies with ominous strings and a foreboding atmosphere ("Touring Can Make You Crazy," "Janet's Big Dance Number," "Lucy's Seduction of a Bored Violinist and Postlude") and choral writing is also employed on tracks including "A Nun Suit Painted on Some Old Boxes" and "The Girl Wants to Bring Him Some Broth."  The cacophonic "Does This Kind of Life Look Interesting to You?" further reflects the filmmaker-composer's dark worldview about the touring life.

Flo and Eddie's recognizable vocals lend a twisted pop verisimilitude to the blasé "This Town Is a Sealed Tuna Sandwich" ("We get a few in every tour/I think we've played this one before...") while "Would You Like a Snack?" - co-written with Grace Slick and also recorded by Jefferson Airplane but unreleased until 1992 - begins with a melodic instrumental passage before they jump in with more cinema-verité lyrics ("Drove to Inglewood and then we dumped/All our shit into the plane at 5:03...").  While Flo and Eddie are known for their harmonies, Zappa encouraged them not to sing in unison, adding to the disquieting sound of some tracks.  The two singers show their versatility throughout, from faux horror (the unnerving "I'm Stealing the Towels") to a rather straightforward, rocking ode to the places "to get laid while you're on the road" ("What Will the Evening Bring Me This Morning," a single A-side in Europe).  Elsewhere, Jimmy Carl Black shows up to sing the role of "Lonesome Cowboy Burt" in the country pastiche of the same name.

"Dental Hygiene Dilemma" scores an extended animated sequence with dialogue and music in which the character of Jeff Simmons (the real Jeff actually left the Mothers before the shoot commenced) expresses his frustration at having to play "Zappa's comedy music" and is convinced to leave the group and start his own band "like Grand Funk or Black Sabbath."  Like many of the film's situations, however exaggerated, it was rooted in the truth and even on Simmons' own words.  The comedy music (a signature of this Mothers line-up) is here, too.  "Half a Dozen Provocative Squats" and "Shove It Right In" as well as the catchy "Daddy, Daddy, Daddy" and over-the-top, intentionally bombastic "Penis Dimension" give Flo and Eddie a chance to sing raunchy lyrics far-removed from The Turtles' impeccable AM pop.  "Magic Fingers" showcased a searing Zappa guitar solo, but perhaps the truest expression of his artistry came via the epic grand finale, "Strictly Genteel," a complex, everything-but-the-kitchen sink composition featuring a seemingly game Theodore Bikel, soprano Phyllis Bryn-Julson, The Royal Philharmonic, and The Mothers of Invention. The music is ever-shifting, much like Zappa himself, and while the lyrics are intended to be humorous, there's also a certain sweetness underneath.  As drummer Ruth Underwood writes in her new essay, "The whole song feels more personal than we expect from Frank, who routinely walked a fine line between genuine emotion and parody.  There's no satire here."

Seventeen bonus tracks round out the second disc of the box set: nine "Rock Music" demos for the film recorded in August 1970 at Glendale's Whitney Studios and eight outtakes from the same sessions.  While the soundtrack's selections are often hard to extract, these demos stand on their own.  Some of the songs never made it to 200 Motels but will nonetheless be familiar to Zappa fans, among them the bluesy "Road Ladies" and urgent "Tell Me You Love Me" from 1970's Chunga's Revenge, and "Bwana Dik," "What Kind of Girl Do You Think We Are," and "Do You Like My New Car," all of which would be featured on Fillmore East - June 1971, in effect continuing the story of 200 Motels.  "What Will This Evening Bring Me This Morning," perhaps the most commercial tune from the soundtrack, is heard in a couple of alternate versions including one with a very radio-friendly brass arrangement.  A different, brassier take of "Daddy, Daddy, Daddy" and a looser "Magic Fingers" with a rock-and-roll vibe also offer an insight into Zappa's creative process; they both stand apart from, and illuminate, the 200 Motels story.

CD 3, and a portion of CD 4, premieres the "dialog protection reels" discovered in the Zappa vault.  These mono safety masters offer an in-progress cut of the entire movie in audio form plus some outtakes and sans a number of subsequent overdubs. As the movie on DVD or Blu-ray isn't part of the box set (likely for licensing reasons), these discs offer the chance to hear its loopy dialogue, not to mention Ringo Starr in his role as Larry the Dwarf.  Described in the booklet as an "interesting listen," this presentation has the feel of a radio play although it's still hard to fully grasp the film's sensibility without the accompanying visuals.

The first of two collections of "Bonus Swill" concludes the fourth CD.  This is a true 200 Motels miscellany, with interview clips, commercials, a session for the commercials with humorous fly-on-the-wall chatter from Zappa, Flo and Eddie, and Jim Pons, and a host of musical material such as basic instrumental tracks, mix outtakes, and alternate versions.  The Whitney Studios Mix Session version of "What's the Name of Your Group," previously issued as the B-side of a Record Store Day single, debuts here on CD.  Ringo recollects affectionately of his friend Frank in one clip, and the auteur himself is heard in a couple of snippets reflecting on the movie and expressing his disdain for the poor attitude he perceived among the orchestra members.

The abundance of riches continues with almost two full discs' worth of Vault Alternates and Outtakes.  Most of the tracks in this section, on CDs 5 and 6, have been culled from rough mix reels made at Trident Studios in February 1971 and mix outtake reels from Whitney Studios circa April-June 1971.  The tracks have been sequenced in the order of the original shooting script, so these two discs play like an alternate version of the soundtrack.  Some of the songs are complete takes and others are just basic tracks (haunting piano for "The Pleated Gazelle," a track of synth experimentation) or once-discarded, alternative mixes.  Here, the producers have featured some sequences, including the three-part "What's the Name of Your Group?" and "The Pleated Gazelle," which weren't part of the original soundtrack album.  They have been reconstructed following Frank's handwritten score.  Both are expressly theatrical, orchestral mini-suites with prominent soprano vocals, which perhaps accounts for why Zappa excised them from the original LP.  In fact, fans of the orchestral side of Zappa will find plenty to savor (such as "The Secret Stare" and "Postlude") from the Vault Alternates and Outtakes.  More Bonus Swill - rehearsals of "Lonesome Cowboy Burt" and various tongue-in-cheek advertisements - rounds out this truly all-encompassing set.

Within the attractive, LP-sized slipcase is a hardcover 64-page book exploring the film and score from every angle.  It opens with a reprint of the LP's original, illustrated booklet before presenting Joe Travers' commentary, a Q&A with the late Zappa, the 1997 Rykodisc liner notes by one Patrick Pending, and memories from Ruth Underwood and Pamela Des Barres.  (Not to mention plenty of photos.)  Des Barres shares some of the most vivid memories, whether joining the cast to sing "Matchbox" and "Act Naturally" with Ringo in his dressing room, or watching Theodore Bikel refuse to appear in a scene where a female used the F-word.  (Bikel used the epithet himself in the opening scene but turned down some particularly risqué dialogue.)  The six CDs are housed in slots (unfortunately with no protective sleeves) within the book's endpapers.  The set is happily "more music, less swag" but its two additional items are choice and in the spirit of the movie: a motel door hanger and a keychain.  Bernie Grundman has mastered the soundtrack album while John Polito has handled all of the bonus material; the stellar sound, however, is consistent throughout.

Frank Zappa's 200 Motels is hardly for everyone.  But if you have a fondness for this period of the artist's career - you know who you are! - or a taste for cult cinema, you could hardly ask for a more comprehensive, compelling, and thorough overview of the film's music from the sublime to the ridiculous, and all points in between.  It's not all strictly genteel, mind you, but it's never, ever boring!

To order 200 Motels: 50th Anniversary Edition:

6CD: Amazon U.S. / Amazon U.K. / Amazon Canada
2CD (Original Soundtrack Only): Amazon U.S. / Amazon U.K. / Amazon Canada
2LP Black Vinyl (Original Soundtrack Only): Amazon U.S. / Amazon U.K. / Amazon Canada 
2LP Red Vinyl (Original Soundtrack Only): Zappa.com / UDiscoverMusic.com / TheSoundofVinyl.com